SEC FORM 5

SEC Form 5

FORM 5

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Form 3 Holdings Reported.

Form 4 Transactions Reported.

1. Name and Address of Reporting Person^*

Isely Kemper

(Last)

(First)

(Middle)

12612 W. ALAMEDA PARKWAY

(Street)

LAKEWOOD

80228

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Natural Grocers by Vitamin Cottage, Inc. [ NGVC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)	X	Other (specify below)
	Chairman & Co-President		13D Group Member

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
09/30/2021

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)	4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned at end of Issuer's Fiscal Year (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	11/25/2020		J⁽¹⁾	10	A	$0	3,118,312	D
Common Stock	11/25/2020		J⁽²⁾	6,716	D	$0	0	I	By KIVC 3, LLC
Common Stock	12/31/2020		J⁽³⁾	616,254	D	$0	0	I	By ZIVC, LLC
Common Stock	12/31/2020		J⁽⁴⁾	201,856	D	$0	0	I	By HIVC 1, LLC
Common Stock	12/31/2020		J⁽⁵⁾	478,788	D	$0	0	I	By HIVC 2, LLC
Common Stock	04/01/2021		G⁽⁶⁾	500	D	$0	3,117,812	D
Common Stock							104,745	I	By son⁽⁷⁾
Common Stock							571,850	I	By FTVC, LLC⁽⁸⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)	5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Exempt pro rata distribution of shares previously held by KIVC 3, LLC to the reporting person upon its dissolution for estate planning purposes.

2. Exempt pro rata distribution of shares previously held by KIVC 3, LLC to its members upon its dissolution for estate planning purposes. The reporting person was a member of KIVC 3, LLC but no longer has any pecuniary interest in these shares following this transaction, except as disclosed above.

3. Exempt pro rata distribution of shares previously held by ZIVC, LLC to its members upon its dissolution for estate planning purposes. The reporting person was not a member of ZIVC LLC and no longer has any pecuniary interest in these shares following the dissolution.

4. Exempt pro rata distribution of shares previously held by HIVC 1, LLC to its members upon its dissolution for estate planning purposes. The reporting person was not a member of HIVC 1, LLC and no longer has any pecuniary interest in these shares following the dissolution.

5. Exempt pro rata distribution of shares previously held by HIVC 2, LLC to its members upon its dissolution for estate planning purposes. The reporting person was not a member of HIVC 2, LLC and no longer has any pecuniary interest in these shares following the dissolution.

6. Gift transfer of shares to reporting person's son-in-law.

7. Represents shares held by the reporting person's son, who shares his primary residence.

8. The reporting person is a beneficiary through a member trust and disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.

	/s/ Kemper Isely	11/12/2021
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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